PROVIDED NOTICE THAT EASTSIDE COMMUNITY RAIL, LLC FILED A NOTICE OF EXEMPTION TO ACQUIRE ALL OF GNP RLY, INC.'S ASSETS, LEASE AND OPERATING RIGHTS, INCLUDING ALL ASSETS AND OPERATING AGREEMENTS PERTAINING TO A LINE OF RAILROAD IN KING AND SNOHOMISH COUNTIES, WASH.

Eastside
Community Rail, LLC (ECR), a noncarrier, has filed a
verified notice of exemption under 49 C.F.R. § 1150.31 to acquire, pursuant to
an Asset Purchase Agreement dated September 5, 2012, between ECR and the
Bankruptcy Trustee for GNP RLY, Inc. (GNP), all of GNP’s assets, lease and
operating rights including, inter alia, all assets and operating
agreements pertaining to a line of railroad (the Line)[1]
between approximately milepost 23.8 southwest of Woodinville and approximately
milepost 38.25 in Snohomish, a distance of 14.45 miles, in King and Snohomish
Counties, Wash.[2]

ECR
states that, pending the closing of the transaction, ECR and Ballard Terminal
Railroad Company (Ballard) entered into an Interim Operating Agreement with the
Bankruptcy Trustee of GNP in which ECR will manage the assets of GNP and
Ballard will continue to operate the Line in the same fashion that it did while
operating the Line for GNP.[3]

ECR
states that it plans to consummate the transaction on or after December 8,
2012.Unless stayed, the effective date
of the exemption will be December 7, 2012 (30 days after the verified
notice was filed).

ECR
certifies that its projected annual revenues as a result of this transaction
will not exceed $5 million and will not result in the creation of a Class II or
Class I rail carrier.

If
the verified notice contains false or misleading information, the exemption is
void ab initio.Petitions to revoke the exemption under 49
U.S.C. § 10502(d) may be filed at any time.The filing of a petition to revoke will not automatically stay the
effectiveness of the exemption.Petitions to stay must be filed no later than November 30, 2012 (at
least 7 days before the exemption becomes effective).

An original and 10 copies of all pleadings, referring to
Docket No. FD 35692, must be filed with the Surface
Transportation Board, 395 E Street, S.W., Washington, DC20423-0001.In addition, a copy of each pleading must be served on Myles L. Tobin,
Fletcher & Sippel LLC, 29
North Wacker Drive, Suite 920, Chicago, IL60606-2832.

Board
decisions and notices are available on our website at “WWW.STB.DOT.GOV.”

Decided:November 19, 2012.

By
the Board, Rachel D. Campbell, Director, Office of Proceedings.

[1]Those rights encompass all of GNP’s
assets and operating agreements pertaining to the Line, including, but not
limited to, the following:all of GNP’s
rights and interests under the Railroad Right-of-Way License between Port of
Seattle and GNP, dated on or about December 18, 2009; all of GNP’s rights and
interests under the Operations Maintenance Agreement between the Port of
Seattle and GNP, dated on or about December 18, 2009; all of GNP’s rights and
interests under the Running Rights and Railway Operations Agreement dated May
23, 2008 between GNP and Snohomish County; all of GNP’s rights and interests in
all real property and easements described in Quit Claim Deeds recorded under
Snohomish County AF 20091218001535, 20091218001536, 20091218001537,
20091218001538, 20091218001539, 20091218001540 and King County AF 200912201438
and 20091220439; and all car hire agreements and interchange agreements.

[2]The Line previously was owned by BNSF
Railway Company (BNSF).GNP was granted
authority to acquire from BNSF an exclusive freight rail operating easement for
operations on the Line in GNP Rly Inc.—Acquisition & Operation
Exemption—BNSF Railway, FD 35213 (STB served Feb. 13, 2009).In 2011, GNP filed for bankruptcy in the
United States Bankruptcy Court for the Western District of Washington.

[3]GNP indicates that Ballard has been
operating the Line for several years as an agent of GNP.ECR states that it will be a non-operating
common carrier on the Line, and that, once ECR acquires the Line,
it will either sublease rights on the Line to Ballard or utilize Ballard as its
agent for rail operations on the Line.